UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Verrica Pharmaceuticals Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024 (the “Proxy Statement”). Of the 42,420,053 shares outstanding as of the record date, 37,839,833 shares, or 89.2%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of two nominees to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
| Name |
Votes For | Votes Withheld | ||||||
| Ted White |
13,091,028 | 1,882,703 | ||||||
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|
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| Mark Prygocki |
12,503,147 | 2,470,584 | ||||||
Broker Non-Votes: 22,866,102.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||||||||
| Advisory approval of named executive officer compensation |
12,760,245 | 1,932,076 | 281,410 | |||||||||
Broker Non-Votes: 22,866,102.
Proposal No. 3: Indication, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:
| One Year | Two Years | Three Years | Abstained | |||||||||||||
| Advisory indication of preferred frequency of future shareholder advisory votes on named executive officer compensation |
14,797,140 | 40,705 | 119,618 | 16,268 | ||||||||||||
Broker Non-Votes: 22,866,102.
Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Proxy Statement, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.
Proposal No. 4: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Ratification of appointment of KPMG LLP |
37,151,871 | 678,830 | 9,132 | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Verrica Pharmaceuticals Inc. | ||||||
| Date: June 10, 2024 | /s/ P. Terence Kohler, Jr. | |||||
| P. Terence Kohler, Jr. | ||||||
| Chief Financial Officer | ||||||
Document and Entity Information |
Jun. 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001660334 |
| Document Type | 8-K |
| Document Period End Date | Jun. 06, 2024 |
| Entity Registrant Name | Verrica Pharmaceuticals Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-38529 |
| Entity Tax Identification Number | 46-3137900 |
| Entity Address, Address Line One | 44 West Gay Street |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | West Chester |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19380 |
| City Area Code | (484) |
| Local Phone Number | 453-3300 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | VRCA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |